SecProbe.io

February 11, 2025
Robert Karnes
President
BlackRock Monticello Debt Real Estate Investment Trust
50 Hudson Yards
New York, NY 10001
Re:BlackRock Monticello Debt Real Estate Investment Trust
Registration Statement on Form 10-12G
Filed January 15, 2025
File No. 000-56720
Dear Robert Karnes:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Registration Statement on Form 10
Item 1. Business
Borrowing Policies, page 19
1.We note your disclosure that you intend to target a leverage ratio of approximately
60% to 80%, but that there could be periods when you may employ greater
leverage. Please revise to clarify whether there is a limit on the maximum amount of
indebtedness you may incur on a portfolio-wide basis.
Advisory Agreements, page 24
2.We note your disclosure that the description below of the Advisory Agreements is
only a summary and is not necessarily complete. Please revise this disclaimer and
confirm that you have provided a clear and complete description of the material terms
of your advisory agreements.

February 11, 2025
Page 2
Allocation of Investment Opportunities, page 30
3.We note your disclosure that Other Accounts with investment strategies that overlap
with yours may be allocated investment opportunities, which the Advisors and their
respective affiliates will seek to manage in a fair and equitable manner in their sole
discretion in accordance with BlackRock and Monticello’s prevailing policies and
procedures. We also note that the Other Accounts refers to Other BlackRock
Accounts and Other Monticello Accounts. Please describe clearly these other accounts
and how they compete with you.
Share Repurchase Plan, page 32
4.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase
program. We urge you to consider all the elements of your share repurchase program
in determining whether the program is consistent with relief granted by the Division
of Corporation Finance in prior no action letters.  To the extent you are relying on
Blackstone Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich
Uncles NNN REIT, Inc. (Letter dated December 21, 2016), Hines Global REIT II,
Inc. (Letter dated April 26, 2017), or Black Creek Diversified Property Fund Inc.
(Letter dated September 1, 2017) please provide us with an analysis as to how your
program is consistent with such relief.  To the extent you have questions as to whether
the program is entirely consistent with the relief previously granted by the Division of
Corporation Finance, you may contact the Division’s Office of Mergers and
Acquisitions at 202-551-3440.
5.Please be advised that you are responsible for analyzing the applicability of
Regulation M to your share repurchase plan. We urge you to consider all the elements
of your share repurchase plan in determining whether the program is consistent with
the class relief granted by the Division of Market Regulation in the class exemptive
letter granted Alston & Bird LLP dated October 22, 2007. To the extent you have
questions as to whether the plan is entirely consistent with that class exemption, you
may contact the Division of Trading and Markets at 202-551-5777.
Security Ownership of Certain Beneficial Owners, page 128
6.Please identify the natural person or persons who, directly or indirectly, exercise sole
or shared voting and/or investment powers with respect to the shares held by
Monticello, or advise.
Certain Relationships and Related Transactions
Potential Conflicts of Interest, page 137
7.Please clarify which executive officers are also serving as officers at BlackRock
Advisor and Monticello Advisor (in its capacity as your advisor).
Item 9. Market Price of and Dividends. . .
NAV and NAV Per Share Calculation, page 147
We note your disclosure that you will disclose the transaction price each month
directly to financial intermediaries, and that the NAV per share for your various 8.

February 11, 2025
Page 3
classes of shares may differ. Please revise to also explain how you plan to inform
investors directly of the prior period’s NAV for the various classes of shares.
Financial Statements and Exhibits, page 172
9.Please file final executed versions of your exhibits rather than merely forms of
exhibits, as applicable.
General
10.Please note that your registration statement becomes effective automatically 60 days
after its initial filing. You will then be subject to the reporting requirements of the
Exchange Act of 1934 even if comments remain outstanding. In that case, please
consider withdrawing the Form 10 before it becomes effective automatically and
submitting a new registration statement when you respond to our comments.
11.Please note that the Division of Investment Management is reviewing your filing and
may have further comments.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Peter McPhun at 202-551-3581 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Daniel B. Honeycutt, Esq.